Code of Ethics

General Policy Statement

We, as the Board of Directors of Goldwater Bank, adopt this Code of Ethics Policy to guide the directors, officers, employees, and agents of Goldwater Bank and its subsidiaries (collectively refereed to as “Bank”) concerning the ethical standards that we expect these individuals to follow in their personal and business conduct. We believe that we should conduct our business according to the highest ethical standards to merit the complete confidence and trust of our customers and the general public. Our Bank’s directors, officers, employees, and agents must assume responsibility for their personal and business conduct so that it does not harm our Bank’s reputation as a responsible financial services organization.

Compliance with Laws and Regulations

We expect our Bank’s directors, officers, employees, and agents (collectively referred to as “Insiders”) to fully comply with the requirements of applicable laws and regulations. We expect our Bank’s Insiders to use good judgment and high ethical standards in their personal and business conduct. In addition, we expect those individuals to avoid illegal, dishonest, or unethical conduct.

Compliance with the Code of Ethics

Each Insider is responsible for being familiar with our Bank’s Code of Ethics. Our Bank’s executive officers are responsible for appropriately advising the employees about the requirements of the Code of Ethics and monitoring subordinate staff for compliance.

Our Bank’s executive officers are responsible for implementing the Code of Ethics and taking appropriate corrective action when necessary. Any officer or employee violating provisions of the Code of Ethics may be dismissed from employment. Any director violating the provisions of this Code of Ethics may be subject to removal by the other directors and/or the stockholders.

Compliance with Internal Controls

Each Insider must comply with all internal control procedures established by the Bank regarding the appropriate safeguarding of assets and the proper reporting and disclosure of financial information.

Conflicts of Interest

Policy

A conflict of interest is defined as an insider’s involvement in outside businesses which might either conflict with the insider’s duty to the Bank or adversely affect the individual’s judgment in the performance of his or her responsibilities. Our policy prohibits Bank Insiders from engaging in personal conduct that will conflict with the interests of the Bank. In addition, we believe it is important to avoid even the appearance of a conflict of interest since this may damage the Bank’s reputation.

Outside Employment

We discourage our Bank’s officers and employees from holding outside employment. The employee should present a written request to our Bank’s CEO for prior approval in those cases where the officer or the employee believes it is justified.

Personal Finances

Each Bank insider should conduct his or her financial affairs in a manner that at is above criticism. Insiders and their immediate families should borrow only from reputable organizations that regularly lend money. In addition, the Insider’s borrowings must be based on the prevailing interest rate and not involve any type of preferential treatment. Our Bank’s officers and employees are not permitted to borrow money their co-workers and should discuss any financial emergency with the CEO. Insiders may borrow money from relatives without restriction.

Our Bank’s officers and employees should not sign on customer’s accounts, act as deputy or co-renter of customer’s safe deposit boxes, or otherwise represent customers, expect if the customer is related to the employee by blood or marriage.

Personal Investment Activity

Our Bank’s Insiders may not engage in any investment transactions which create, or give the appearance of creating, a conflict of interest between the Insider and the Bank or between the Bank and any customer.

Purchases of Bank Assets

The Bank’s Insiders, whether acting individually or in a fiduciary capacity, are not permitted to sell or purchase assets to or from the Bank or any estate being administered by the Bank without obtaining prior approval of the Bank’s CEO or other appropriate official. The Bank Insider is not required to obtain prior approval for any assets that the Bank is selling at a public sale or auction.

Lending Practices

The Bank’s lending officers must use prudent lending guidelines as detailed in the Bank’s Loan Policy in making loans to our Bank’s customers. The lending officer must justify any interest rate concessions based on the borrower’s creditworthiness and overall business relationship with the Bank.

Our Bank’s lending officers may not grant direct or indirect accommodations or make credit recommendations for:

• Members of their families,

• Any individual or organization to which the officer or employee or his other immediate family is indebted, or

• Any organization which the insider or his or her immediate family is associated or hold a material financial interest.

Bank Insider may not grant any loan or gratuity to any federal or state bank examiner or employee working for the Bank’s auditing firm.

Advising Customers

Our Bank’s officers and employees must exercise care in discussing transactions with customers since our Bank may not practice law or give legal or tax advice. Consequently, our Bank’s officers and employees must not say anything that may be interpreted as legal or tax advice.

Our Bank’s officers and employees must recommend several qualified sources if a customer asks about professional services, including attorneys, accountants, insurance agent, etc. We prohibit our Bank’s officers and employees from specifically recommending services anyone or any firm when a customer asks for advice regarding professional services. Rather, we believe the better practice is to provide the customer with a list of qualified sources from which to choose.

Borrowing from Customers

Our Bank’s industries may not borrow from or lend to any customer or supplier of the Bank unless the customer or supplier is a recognized lending institution. Our Bank’s insiders should not cosign, endorse, or otherwise assume liability for the borrowings of any customer or prospective customer.

Serving as an Individual Fiduciary

Our Bank’s officers and employees must request prior approval from our Bank’s CEO or other appropriate official before accepting appointment as a fiduciary or a co-fiduciary for a customer’s account. The only exception to this rule is that a Bank officer or employee may serve as a fiduciary for a member of his or her immediate family without obtaining prior approval of the CEO or other appropriate official. A Bank officer or employee may not receive a fee for acting as a co-fiduciary with the Bank unless specific prior approval is received

Confidentiality

Customer Information

We believe that it is essential to safeguard the confidential nature of customer financial information to maintain our Bank’s reputation and the trust of the general public. Our policy is that customer confidential information acquired by any Insider as a result of his or her activities on the Bank’s behalf must be held in the strictest confidence. The Insider may only use this information for Bank-related purposes and not for personal gain. An Insider may release information regarding a customer private persons, organizations, or governmental bodies only with the customer’s written consent or appropriate legal process, such as a subpoena or court order. Insiders may not discuss confidential customer information with anyone outside the Bank. In addition, Insiders may only discuss confidential customer information with Insiders that have a legitimate business need to know. The Bank’s CEO or other appropriate official is responsible for reviewing any request for such information, including subpoenas and court orders.

Information Regarding the Bank

Insiders may not release financial or other information regarding the Bank to any outside person or organization unless is has been published in reports to stockholders or otherwise made available to the public through authorized news releases or regulatory reports. Insiders must refer all news media inquires to the Bank’s CEO or other appropriate official.

Material Inside Information

The Bank, its insider, and third parties with knowledge of material inside information may be subject to severe penalties under federal and state securities laws for the use or disclosure of material inside information. The courts consider information as material when there is significant likelihood that a reasonable investor would think the information is important in making an investment decision. The courts consider information as inside information when it has not been disseminated to the public at large. Any Insider possessing material inside information may not trade in or recommend the purchase or sale of securities involved until the information is actually disseminated to the public at large.

Other Ethical Guidelines

Dealings with Competitors

Insiders must observe fair and ethical conduct in dealing with our Bank’s competitors. We believe that it is inappropriate and unethical for our Bank’s Insiders to make disparaging remarks concerning our competitors. Our strategy is to emphasize the quality and competence of our Bank’s officers and employees in soliciting new customers. In addition, our Bank’s Insiders are prohibited from working with competitors to set or control interest rates, prices, or marketing policies.

Exclusive Dealings

We do not require that a customer purchase other services from our Bank or prohibit the customer from dealing with our competitors as a condition to obtain a loan or other banking services from our Bank.

Dealings with Auditors, Examiners, and Legal Counsel

Our Bank’s officers and employees are required to fully cooperate with the Bank’s internal auditing staff, any external auditing firms, examiners, and legal counsel. We expect our Bank’s officers and employees to honestly and openly answer all questions asked by the Bank’s auditors and legal counsel as well as federal and state bank examiners. Our Bank’s officers and employees are prohibited from destroying any documents that may be necessary for any investigation by a federal or state governmental agency, and/or the Bank’s auditors and legal counsel. In addition, our Bank’s officers and employees may not destroy any document that is required to be kept under our Bank’s Record Retention Schedule.

Falsification of Books and Records

Our policy is to create records and accounts that accurately reflect the Bank’s financial condition. Any Bank officer or employee falsifying any books, records, or documents of the Bank shall be dismissed from employment and prosecuted accordingly.

Business Opportunity Rightfully Belonging to the Bank

An Insider must not take an opportunity which rightfully belongs to the Bank. The opportunity rightfully belongs to the Bank in any case where the Bank has been seeking a particular business opportunity. Our Bank’s Insider may not divert these rightful business opportunities to themselves or to others.

Penalties for Ethical Violations

Appropriate personnel will evaluate each ethical breach to determine its cause and the culpability of the employee involved. Serious breaches of ethical conduct will involve termination of the employment of the employee and, if appropriate, referral to the appropriate law enforcement authorities for prosecution.

Certification

I certify that I have personally reviewed Goldwater Bank’s Code of Ethics and that I am in full compliance with and understand its requirements.